DEF 14A of Fifth District Bancorp, Inc.
Filed Aug 8, 2025 · FY20240001104659-25-075736
Directors’ Compensation
| | Fees Earned or Paid in Cash | All Other Compensation | Total | | David C. Nolan | $37,260 | $31,200(1) | $68,460 | | H. Greg Abry | 37,260 | — | 37,260 | | Nolan P. Lambert | 37,260 | — | 37,260 | | Chris M. Rittiner | 37,260 | — | 37,260 | | Linda S. Sins | 37,260 | — | 37,260 |
Item 1 — Election of Directors
Item 1 — Election of Directors The Company’s Board of Directors consists of six members. The Board of Directors reduced the number of directors from seven to six following the passing of Brian W. North on June 2, 2025. The Board of Directors is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year. Each director of the Company serves as a director of Fifth District. The nominees for election are Nolan P. Lambert and Linda A. Sins. The Board of Directors intends to vote the proxies solicited by it in favor of the election of the nominees named above. If either nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. At this time, the Board of Directors knows of no reason why either nominee might be unable to serve. The Board of Directors unanimously recommends that you vote “FOR” all nominees for director. Set forth below is information regarding the Board of Directors’ nominees and the directors continuing in office. Unless otherwise stated, everyone has held his or her current occupation for the last five years. The indicated age for everyone is as of December 31, 2024. The indicated period for service as a director includes service as a director of Fifth District. There are no family relationships among the directors.
Director Nominees for Terms Expiring in 2028
Director Nominees for Terms Expiring in 2028 Nolan P. Lambert has been a practicing attorney in New Orleans for over 35 years. He is presently a partner with the law firm of Lambert & Lambert, a PLC. He has represented every department within city government through the New Orleans City Attorney’s Office and as Special Counsel for the Sewerage and Water Board of New Orleans. Mr. Lambert owns a real estate company in New Orleans, leasing professional office space in the downtown area, and during his career has sat on various philanthropic, charity and community boards. Because of his breadth of experience and extensive involvement in our community, Mr. Lambert brings to Fifth District’s board of directors a unique set of skills and knowledge which is a valued benefit to the board of directors. Age 63. Director since 2015. Linda A. Sins, now retired, most recently served as Research Professor of Engineering Management at University of New Orleans from 2007 to 2017. She holds a Masters of Business Administration degree from the University of New Orleans where she was a member of the honor society and graduated, with honors, from Loyola University School of Law where she served as editor-in-chief of the law review. She also served as an Instructor of Accounting at University of New Orleans. She served as Senior Counsel in the Legal Department of Entergy Corporation, among other legal affiliations, during her legal career. She is active in local community and charitable organizations. Fluent in French, she serves with Les Causeries du Lundi in New Orleans, a scholarship and cultural exchange organization. She is an organizer and director of MetroMutts, Inc., an animal rescue and welfare organization, and serves as Treasurer of Lakeshore Property Association. She provides Fifth District’s board of directors with invaluable financial management and legal experience. Age 73. Director since 2005.
Directors Continuing in Office with Terms Expiring in 2026
Directors Continuing in Office with Terms Expiring in 2026 Amie L. Lyons has served as the Company’s and Fifth District’s Interim President and Chief Executive Officer since June 2025. She served as Senior Vice President of Administration and Operations from 2019 to June 2025. She began her career with Fifth District in 1996 as a teller and has served as an Assistant Branch Manager, as Branch Operations Officer, as Assistant Vice President of Operations and as Vice President of Administration and Operations. In addition to her duties as President and Chief Executive Officer, she manages Fifth District’s branch network, IRA Department, Human Resources Department, Information Technology Department and Electronic Banking Department. She is a graduate of the Graduate School of Banking, Louisiana State University and hold a Bachelor of Science in Business Management from University of Holy Cross. She participates in Banking on Leaders of Tomorrow, affiliated with the Federal Reserve Bank of Atlanta, and in the Leadership School of the Louisiana Bankers Association. Her years of community banking experience and knowledge of Fifth District’s business operations provides Fifth District’s board of directors with valuable insight to Fifth District’s business. Age 47. Director since 2022. David C. Nolan serves as Chairman of the Board of Fifth District Bancorp and has served as Chairman of the Board of Fifth District since 2016. Mr. Nolan retired from Fifth District in 2018, at which time he served as Senior Vice President of Administration. His employment with Fifth District began in 1974 and during his career his areas of responsibility included asset/liability management, employee benefits administration and regulatory compliance, among other areas. He maintained his Certified Financial Planner license for the majority of his employment tenure with Fifth District. He holds a Bachelor’s Degree in Business and Finance from the University of New Orleans. He has also served various local religious and non-profit organization by providing financial guidance. His institutional knowledge of Fifth District and its business provides Fifth District’s board of directors with valuable insight to Fifth District’s business. Age 73. Director since 1995.
Directors Continuing in Office with Terms Expiring in 2027
Directors Continuing in Office with Terms Expiring in 2027 H. Greg Abry has been President and Chief Executive Officer of Abry Brothers, Inc since 2005. Founded in 1840, Abry Brothers, Inc. is tied for the oldest family run business in the City of New Orleans. Abry Brothers, Inc. is a seventh-generation business primarily focused on foundation repair and building elevation. In his role as President and Chief Executive Officer, his main responsibilities are operational oversite, strategic planning and financial management. Mr. Abry provides Fifth District’s board of directors with knowledge of construction and real estate matters in Fifth District’s market area, as well as management abilities. Age 60. Director since 2013. Chris M. Rittiner, now retired, served in various management capacities in three regional family-owned businesses before their acquisition. His leadership and management skills, strong financial background and knowledge of our community and local economy makes him well-suited to serve as a director of Fifth District Bancorp and Fifth District. Age 69. Director since 2000.
Executive Officers Who Do Not Serve as Directors
Executive Officers Who Do Not Serve as Directors Set forth below is information regarding our executive officers who do not serve as directors of the Company. They have held their current position for at least the last five years, unless otherwise stated. The age presented is as of December 31, 2024. Melissa C. Burns, CPA, CGMA, age 47, serves as Chief Financial Officer of Fifth District Bancorp and as Vice President and Chief Financial Officer of Fifth District. She has served as Fifth District’s Chief Financial Officer since 2020 and became Vice President in 2006. Before joining Fifth District, she served as the Controller of Sigma Coatings USA and as a senior auditor for the former public accounting firm of Arthur Andersen, LLP. She serves as a member of Fifth District’s Asset/Liability Committee. Dodie F. Gervais, age 54, has served as Fifth District’s Vice President of Lending since 2017. She started with Fifth District in 1987 and has held numerous positions throughout her 37-year career, including branch operations, branch management, human resources, administration, and lending. She serves as a member of Fifth District’s Asset/Liability Committee. Brandi S. Roe, age 48, serves as Corporate Secretary of Fifth District Bancorp and has served as a Vice President of Fifth District since 2018 and as its Corporate Secretary since 2010. She started with Fifth District in 1997 and has held numerous positions throughout her career. In 2000, she was instrumental in launching Fifth District’s first website and online banking program. She assumed responsibility for Fifth District’s marketing programs in 2014. As a Certified Anti-Money Laundering and Fraud Professional, she serves as Fifth District’s Assistant Bank Secrecy Act Officer. She also serves as a member of Fifth District’s Asset/Liability Committee.
Summary Compensation Table
Summary Compensation Table The following information is furnished for our principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) serving during the year ended December 31, 2024, whose total compensation exceeded $100,000 for the year ended December 31, 2024. These individuals are sometimes referred to in this proxy statement as the “named executive officers.”
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Non-equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Brian W. North | 2024 | 342,450 | — | 118,125 | 81,845 | 542,402 | | President and Chief Executive Officer (3) | 2023 | 307,500 | 46,125 | 36,000 | 89,377 | 479,002 | | Amie L. Lyons | 2024 | 217,500 | — | 66,750 | 61,154 | 345,404 | | Senior Vice President of Administration and Operations (4) | 2023 | 185,000 | 27,750 | 19,800 | 59,660 | 292,210 | | Melissa C. Burns | 2024 | 160,650 | — | 82,095 | 59,224 | 301,969 | | Vice President and Chief Financial Officer | 2023 | 153,000 | 22,950 | 17,400 | 35,542 | 228,892 |
Summary Compensation Table
| (1) Represents a discretionary Christmas bonus. |
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| (2) The compensation for 2024 disclosed in the “All Other Compensation” column consists of the following: |
Summary Compensation Table
| Name | Automobile Allowance ($) | Health and Welfare Insurance Premiums ($) | ESOP Allocation ($) | 401(k) Plan Employer Contributions ($) | Total All Other Compensation ($) | | Brian W. North | 7,200 | 9,021 | 21,069 | 44,555 | 81,845 | | Amie L. Lyons | 3,600 | 4,984 | 17,413 | 35,157 | 61,154 | | Melissa C. Burns | 3,600 | 11,653 | 15,005 | 28,966 | 59,224 |
Summary Compensation Table
| (3) Mr. North passed away on June 2, 2025. |
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| (4) On June 3, 2025, Ms. Lyons was appointed Interim President and Chief Executive Officer to succeed Mr. North. |
Summary Compensation Table
Employment Agreements. Fifth District has entered into employment agreements with Mss. Lyons and Burns. The employment agreements became effective on July 31, 2024. The initial term of the employment agreements began as of the effective date and ends on the second anniversary of that date. Commencing on the first anniversary of the effective date of each agreement and on each anniversary date thereafter, the term of the agreement will extend automatically for one additional year, so that the remaining term is again two years, unless either Fifth District or the executive give notice to the other party of non-renewal. If either party provides the other with notice of non-renewal, the term will become fixed and will expire at the end of the current term. Notwithstanding the foregoing, if Fifth District Bancorp or Fifth District enters a transaction that would constitute a change in control, as defined under the employment agreements, the term of the agreements would automatically extend so that they would expire no less than two years following the effective date of the change in control. The employment agreements specify the base salaries, which are currently $217,500 for Ms. Lyons and $160,650 for Ms. Burns. The Board of Directors or the Compensation Committee of the Board of Directors of Fifth District may increase, but not decrease, the executives’ base salaries. In addition to base salary, the agreements provide that each executive will participate in any bonus plan or arrangement of Fifth District in which senior management is eligible to participate and/or may receive a bonus on a discretionary basis, as determined by the Board of Directors or the Compensation Committee of the Board of Directors. Each executive is also entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees and officers of Fifth District and the reimbursement of reasonable travel and other business expenses incurred in the performance of the executive’s duties for Fifth District. Fifth District may terminate the executives’ employment with or without cause (as defined in the employment agreement), or the executives may resign from their employment, at any time with or without good reason (as defined in the employment agreement). Under each of the employment agreements, if Fifth District terminates the executive’s employment without cause or the executive voluntary resigns for good reason (i.e., a “qualifying termination event”), Fifth District will pay the executive a severance payment equal to the greater of (i) the remaining base salary plus the total annual bonus opportunity (based on the highest annual bonus earned during the three most recent calendar years before the executive’s date of termination) the executive would have received during the remaining term of the employment agreement, or (ii) two times the sum of the executive’s base salary plus the average annual incentive bonus paid to the executive for the three most recently completed calendar years before the date of termination. In addition, the executive will be reimbursed for their monthly COBRA premium payments for up to 18 months. If a qualifying termination event occurs at or within two years following a change in control of Fifth District Bancorp or Fifth District, the executives would be entitled to a severance payment under the employment agreements (in lieu of the payments and benefits described in the previous paragraph) equal to two times the sum of (i) the executive’s base salary in effect as of the date of termination (or during the three preceding years, if higher), plus (ii) the average annual total incentive bonus earned by the executive for the three most recently completed calendar years before the change in control (or, if greater, the annual total incentive bonus that would have been earned in the year of the change in control at target bonus opportunity). In addition, the executives would receive a lump sum payment equal to the value of 18 months’ health care cost (based on COBRA premium payments). The employment agreements terminate upon the executives’ death or disability. Upon termination of employment (other than a termination in connection with a change in control), the executives will be required to adhere to one-year non-solicitation restrictions set forth in the employment agreements. The non-solicitation covenants also apply following a change in control for a period mutually to be agreed to by the parties, which will be no less than six months nor exceed two years. If payments and benefits provided to the executive become subject to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and after considering the value of the non-solicitation covenants, the payments will be reduced if the reduction would leave the executive financially better off on an after-tax basis than if the executive received the entire payment and was obligated to pay the excise tax under Code Section 4999. Executive Salary Continuation Agreements. Fifth District has entered into Executive Salary Continuation Agreements (“SCAs”) with Mss. Lyons and Burns. Under the SCAs, upon separation from service on or after attaining age 65 (other than for cause), Fifth District will pay an annual retirement benefit of $108,744 for Ms. Lyons and $94,000 for Ms. Burns, payable in equal monthly installments over fifteen years. If the executive involuntarily separates from service before attaining age 65, other than for cause, Fifth District will pay the executive a benefit equal to the normal retirement benefit ($75,000 for each of Mss. Lyons and Burns) multiplied by a fraction, the numerator of which is the number of calendar months of participation under the SCA and the denominator of which is the total number of months between the executive’s initial participation in the SCA and the executive’s 65th birthday. The reduced annual benefit is payable in equal monthly installments over fifteen years. If the executive voluntarily terminates employment before attaining age 65, other than due to disability or in connection with a change in control, or if the executive’s employment is involuntarily terminated for cause, the executive will not be entitled to any benefits under the SCA. If the executive separates from service due to a disability before attaining age 65 or if the executive separates from service at any time following a change in control of Fifth District (as defined in the SCA), Fifth District will pay the executive the same benefits as if the executive separated from service after attaining age 65. The benefit payments under the SCA will commence within 30 days of the executive’s separation from service. If the executive dies while employed by Fifth District and before the commencement of benefit payments under the SCA, Fifth District will pay the executive’s beneficiary the same benefits as if the executive separated from service after attaining age 65. Fifth District will pay the benefit in equal monthly installments over fifteen years, commencing within 30 days of the date of death. If the executive dies while receiving benefits under the SCA, Fifth District will continue to pay the benefits in the same amount and at the same time they would have been paid to the executive had the executive survived until Fifth District had made all payments under the SCA.
Summary Compensation Table
Non-Equity Incentive Plan. Each year, the Board of Directors of Fifth District may award, at its discretion, an individual bonus to certain key senior officers who are responsible for the financial and operational success of Fifth District. By December 31 of each year, the President of Fifth District determines the size of the bonus pool for the next fiscal year and identifies the officers who are eligible for an individual bonus. The Board of Directors of Fifth District determines whether the President will be eligible for an individual bonus. The Board of Directors of Fifth District establishes performance criteria for the President, and the President establishes performance criteria for the remaining eligible officers. At year end, each eligible officer’s performance is evaluated against the performance criteria. Awards, if earned, are generally paid in December for current year performance. 401(k) Plan. Fifth District maintains the Fifth District Savings Bank 401(k) Plan, a tax-qualified defined contribution plan for eligible employees. The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Fifth District. Under the 401(k) Plan, a participant may elect to defer, on a pre-tax basis, up to 100% of their eligible compensation. In addition to salary deferral contributions, Fifth District currently makes a 10% profit sharing contribution on a quarterly basis. A participant is immediately 100% vested in his or her salary deferral contributions and becomes vested in employer contributions at the rate of 20% per year after two years of service, so that the participant will be 100% vested after completing six years of service. Employee Stock Ownership Plan. Fifth District has adopted an employee stock ownership plan for eligible employees. The named executive officers are eligible to participate in the employee stock ownership plan on the same terms as other eligible employees of Fifth District. The trustee holds the shares purchased by the employee stock ownership plan in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the trustee repays the loan. The trustee will allocate the shares released among participants’ accounts based on each participant’s proportional share of compensation relative to all participants. A participant will vest in his or her account balance based on his or her years of service with Fifth District, at the rate of 20% per year after two years of service, so that the participant will be 100% vested after completing six years of service.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 There were no equity awards outstanding to any of the named executive officers as of December 31, 2024.
Other Information Relating to Directors and Executive Officers
Other Information Relating to Directors and Executive Officers